form_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC
20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest reported): January 29, 2009 (January 24,
2009)
VICTORY
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
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NEVADA
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002-76219-NY
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87-0564472
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation
or organization)
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I.D.
Number)
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112
N Curry Street, Carson City, Nevada 89703-4934
(Address
of principal executive offices)
(702)
989-9735
(Registrant’s
telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities.
On
January 24, 2009, Victory Energy Corporation (the “Company”) granted options to
purchase 1,200,000 shares of common stock to each of the Company’s five board
members, at an exercise price of $0.01 per share pursuant to a newly adopted
stock option plan. Each option vests at the rate of 100,000 shares
per month. The Company also granted two advisors each an option to
purchase 600,000 shares of common stock at an exercise price of $0.01 per share
which vests at the rate of 50,000 shares per month.
The
Company relied upon the exemption from registration as set forth in Section 4(2)
of the Securities Act and/or Rule 506 of Regulation D for the issuance of these
securities with reference to the following facts and circumstances: (1) the
holders were “accredited investors” within the meaning of Rule 501(a); (2) the
transfer of the securities was restricted by the Company in accordance with Rule
502(d); (3) there were no, and in any case no more than 35, non-accredited
investors in the transaction within the meaning of Rule 506(b), after taking
into consideration all prior investors under Section 4(2) of the Securities Act
within the twelve months preceding the transaction; and (4) none of the offers
and sales were effected through any general solicitation or general advertising
within the meaning of Rule 502(c).
Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of
Directors
Effective
January 24, 2009, the Board of Directors of the Company appointed three new
directors: Robert Miranda, Ronald Zamber and Edgar
Trotter. Mr. Miranda is currently also the Chief Financial Officer of
the Company, for which he receives compensation in the amount of $2,500 monthly,
adjusted quarterly to actual hours incurred at the rate of $300 per
hour.
As
compensation for serving on the Board, each board member was granted an option
to purchase 1,200,000 shares of the Company’s common stock at an exercise price
of $0.01 per share. Each option vests monthly at the rate of 100,000
shares per month.
There are
no transactions or relationships between the Company and the newly appointed
directors in which the newly appointed directors had or are to have a direct or
indirect material interest other than those described herein.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Victory
Energy Corporation
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Dated:
January 29, 2009
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By:
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/s/ Jon
Fullenkamp
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Jon
Fullenkamp
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Chairman
and CEO
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